kzr-20250425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

______________________________________________________________________

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Filed by a party other than the Registrant ☐

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☐			Preliminary Proxy Statement

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☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

Kezar Life Sciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 25, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Kezar Life Sciences, Inc., a Delaware corporation (“Kezar”). The meeting will be held on Tuesday, June 17, 2025 at 1:00 p.m., Pacific time at 4000 Shoreline Court, Suite 300, South San Francisco, California 94080.

Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2025 Annual Meeting of Stockholders and proxy statement.

We have elected to provide access to our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our Annual Report. The notice contains instructions on how to access those documents over the internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.

On behalf of the Board of Directors and the employees of Kezar, we thank you for your continued support and look forward to seeing you at the Annual Meeting.

Sincerely,


/s/ Christopher Kirk, Ph.D.
Christopher Kirk, Ph.D.
Chief Executive Officer

KEZAR LIFE SCIENCES, INC.

4000 Shoreline Court, Suite 300

South San Francisco, California 94080

(650) 822-5600

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS


Time		1:00 p.m., Pacific time

Date		Tuesday, June 17, 2025

Place		4000 Shoreline Court, Suite 300, South San Francisco, California 94080

Purpose	(1)To elect the three nominees named in the attached proxy statement as directors to serve on the Board of Directors for a three-year term. (2)To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in this proxy statement. (3)To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. (4)To conduct any other business properly brought before the meeting.

		These items of business are more fully described in the proxy statement accompanying this notice.

Record Date		The record date for the Annual Meeting is April 21, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record for purposes germane to the Annual Meeting at our executive offices for a period of 10 days ending the day prior to the Annual Meeting.

Voting by Proxy		You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please vote by telephone or through the internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account.

By Order of the Board of Directors,

/s/ Marc L. Belsky


Marc L. Belsky, Chief Financial Officer and Secretary

South San Francisco, California
April 25, 2025

TABLE OF CONTENTS


						Page


QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING						1
PROPOSAL 1 — ELECTION OF DIRECTORS						6
General						6
Vote Required						7
Our Recommendation						7
Information About Our Continuing Directors						7
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE						9
Board Independence						9
Leadership Structure and Risk Oversight						9
Board Meetings and Attendance						10
Board Committees						10
Audit Committee Report						13
S tockholder Engagement						13
Stockholder Communications with Our Board						14
Code of Business Conduct and Ethics						14
Corporate Governance Guidelines						14
I nsider Trading Policy
Hedging Policy						15
PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION						16
Vote Required						16
Our Recommendation						16
PROPOSAL 3 — RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						17
Vote Required						18
Independent Registered Public Accounting Firm Fees						17
Pre-Approval Policies and Procedures						17
Our Recommendation						18
EXECUTIVE OFFICERS						19
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION						20
Executive Officer Compensation						20
Additional Compensation Policies and Practices						26
Director Compensation						27
PAY VERSUS PERFORMANCE						29
EQUITY COMPENSATION PLAN INFORMATION						32
TRANSACTIONS WITH RELATED PERSONS AND INDEMNIFICATION						33
Policies and Procedures Regarding Transactions with Related Persons						33
Certain Related-Party Transactions						33
Indemnification						33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						34
Delinquent Section 16(a) Reports						36
OTHER INFORMATION FOR STOCKHOLDERS						37
OTHER MATTERS						38

Website References

You may also access additional information about Kezar Life Sciences, Inc. at www.kezarlifesciences.com and ir.kezarlifesciences.com. References to our websites throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement.

Important Note Regarding the 2024 Reverse Stock Split

In October 2024, following stockholder approval, we effected a one-for-ten reverse stock split (“Reverse Stock Split”) of our issued and outstanding common stock. The Reverse Stock Split took effect on October 29, 2024, and our shares began trading on a post-split basis on October 30, 2024. Accordingly, all share and per share amounts for all periods presented in this Proxy Statement have been retroactively adjusted to reflect the Reverse Stock Split. In addition, all equity awards outstanding immediately prior to the Reverse Stock Split were proportionally adjusted.


Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.


Director Nominees	Age(1)	Term Expires	Position(s) Held	Director Since
Elizabeth Garner, M.D.	57	2028	Director	2019
Michael Kauffman, M.D., Ph.D.	61	2028	Director	2016
Courtney Wallace	41	2028	Director	2021


Continuing Directors	Age(1)	Term Expires	Position(s) Held	Director Since
Franklin Berger	75	2026	Director	2016
Graham Cooper	55	2026	Chairman	2017
Micki Klearman, M.D.	70	2026	Director	2021
Christopher Kirk, Ph.D.	53	2027	Chief Executive Officer and Director	2015
John Fowler	53	2027	Director	2015


	Fiscal Year
	2024		2023
Audit fees(1)	$	585,000	$	704,000
Audit-related fees	—		—
Tax fees	—		—
All other fees	—		—
Total Fees	$	585,000	$	704,000


Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)(1)(2)	Non Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)		Total ($)
Christopher Kirk, Ph.D.	2024	600,000	—	—	313,500	13,800	(5)	927,300
Chief Executive Officer	2023	242,240	75,000	1,957,470	47,520	279,925		2,602,155
Marc Belsky	2024	462,000	—	261,835	177,408	13,800	(5)	915,043
Chief Financial Officer	2023	446,275	—	1,366,906	179,938	13,200		2,006,319
Mark Schiller (4)	2024	451,000	—	230,393	173,185	13,800	(5)	868,378
Chief Legal Officer


Named Executive Officer	Option Shares (#)	Exercise Price Per Share (1) ($)
Marc Belsky	29,499	$9.30
Mark Schiller	25,000	$9.30


Named Executive Officer	Option Shares (#)	Exercise Price Per Share ($)
Marc Belsky	12,000	$6.30
Mark Schiller	12,000	$6.30


Named Executive Officer	2024 Target as % of Base Salary		2024 Achievement % of Target		2024 Achievement as % of Base Salary(1)
Christopher Kirk, Ph.D.	55	%	95	%	52.3	%
Marc Belsky	40	%	96	%	38.4	%
Mark Schiller	40	%	96	%	38.4	%


	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Christopher Kirk, Ph.D.	7,441	—		$	9.00	9/9/2025
	4,448	—		$	14.10	9/14/2026
	17,792	—		$	23.70	10/9/2027
	8,896	—		$	23.70	1/6/2028
	4,448	—		$	59.10	4/15/2028
	2,669	—		$	59.10	4/15/2028
	8,749	—		$	22.80	1/5/2029
	12,499	—		$	22.80	1/11/2030
	25,457	542	(2)	$	22.80	1/7/2031
	12,395	4,604	(3)	$	22.80	1/4/2032
	9,103	9,896	(4)	$	22.80	1/7/2033
	23,696	63,803	(5)	$	8.40	11/6/2033
Marc Belsky	17,793	—		$	59.10	4/15/2028
	5,999	—		$	22.80	1/5/2029
	5,999	—		$	22.80	9/5/2029
	8,999	—		$	22.80	1/11/2030
	21,541	458	(2)	$	22.80	1/7/2031
	10,208	3,791	(3)	$	22.80	1/4/2032
	9,343	10,156	(4)	$	22.80	1/7/2033
	6,760	22,739	(6)	$	9.30	1/6/2034
	—	12,000	(7)	$	6.30	7/10/2034
Mark Schiller	4,999	—		$	22.80	4/14/2029
	2,499	—		$	22.80	9/5/2029
	5,249	—		$	22.80	1/11/2030
	10,770	230	(2)	$	22.80	1/7/2031
	9,479	3,520	(3)	$	22.80	1/4/2032
							1,500	(8)	$	10,080
	7,906	8,593	(4)	$	22.80	1/7/2033
	5,729	19,271	(6)	$	9.30	1/6/2034
	—	12,000	(7)	$	6.30	7/10/2034


Name	Fees Earned or Paid in Cash ($)		Option Awards ($)(1)(2)	Total ($)
Franklin Berger	55,500		24,375	79,875
Graham Cooper	90,000		24,375	114,375
John Fowler	57,037	(3)	—	57,037
Elizabeth Garner, M.D.	57,500		24,375	81,875
Michael Kauffman, M.D., Ph.D.	60,000		24,375	84,375
Micki Klearman, M.D.	54,000		24,375	78,375
Courtney Wallace	49,000		24,375	73,375


Year	Summary Compensation Table Total for Dr. Kirk (PEO) ($)(1)	CAP to Dr. Kirk (PEO) ($)(1)(2)		Summary Compensation Table Total for Mr. Fowler (PEO) ($)(1)	CAP to Mr. Fowler (PEO) ($)(1)(2)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)	Average CAP to Non-PEO NEOs ($)(2)(3)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4)	Net Income (Loss) ($) (in millions)(5)
2024	927,300	569,013	(6)	—	—	891,711	713,554	(6)	4.02	(83.7)
2023	2,602,155	1,048,315		4,830,882	(679,405)	1,989,501	(716,948)		5.67	(101.9)
2022	—	—		6,193,511	(4,951,630)	2,545,888	(1,082,456)		42.11	(68.2)


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(#)	Weighted-average exercise price of outstanding options, warrants and rights (b)($)	Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(#)
Equity compensation plans approved by security holders:
2015 Equity Incentive Plan(1)	136,325	34.34	—
2018 Equity Incentive Plan(2)	1,406,531	16.57	153,503
2018 Employee Stock Purchase Plan(3)	—		58,345
Equity compensation plans not approved by security holders:
2022 Inducement Plan(4)	118,450	32.58	181,550
Total	1,661,306		393,398


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Shares Beneficially Owned
Directors and Named Executive Officers:
Christopher Kirk, Ph.D. (1)	204,133	2.7	%
Marc Belsky(2)	97,575	1.3	%
Mark Schiller(3)	56,379	*
John Fowler (4)	336,003	4.4	%
Franklin Berger(5)	67,310	*
Graham Cooper (6)	17,709	*
Elizabeth Garner, M.D. (7)	11,368	*
Michael Kauffman, M.D., Ph.D. (8)	17,236	*
Micki Klearman, M.D.(9)	13,900	*
Courtney Wallace(10)	11,300	*
All current executive officers and directors as a group (10 persons) (11)	832,913	10.4	%
Greater than 5% Stockholders:
Tang Capital Management, LLC(12)	720,000	9.9	%
Suvretta Capital Management(13)	716,759	9.8	%
Equal Talent Investments Limited(14)	616,502	8.4	%
Avidity Partners Management LP (15)	502,600	6.9	%
BML Investment Partners, L.P.(16)	368,594	5.0	%


Name						Option Awards Outstanding at Year-End (#)
Franklin Berger						13,700
Graham Cooper						22,709
John Fowler						324,889
Elizabeth Garner, M.D.						16,368
Michael Kauffman, M.D., Ph.D.						15,867
Micki Klearman, M.D.						18,900
Courtney Wallace						16,300


	Dr. Kirk (PEO) ($)	Non-PEO NEOs (Average) ($)
Total Compensation Reported in 2024 Summary Compensation Table	927,300	891,711
Less, Grant Date Fair Value of Option Awards Reported in the 2024 Summary Compensation Table	—	(246,114)
Plus, Year-End Fair Value of Awards Granted in 2024 that are Outstanding and Unvested at the End of 2024	—	150,953
Plus, Change in Fair Value from the End of 2023 to the End of 2024 of Awards Granted in Prior Years that are Outstanding and Unvested at the End of 2023	(258,679)	(68,920)
Plus, Vesting Date Fair Value of Awards Granted in 2024 that Vested in 2024	—	29,660
Plus, Change in Fair Value of Awards from the End of 2023 to Vesting Date Granted in Prior Years that Vested in 2024	(99,608)	(43,736)
Less, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed to Vest in 2024	—	—
Plus, Dollar Value of Dividends or other Earnings Paid on Stock & Option Awards in 2024 prior to Vesting (if not reflected in the fair value of such award or included in Total Compensation for 2024)	—	—
CAP for Fiscal Year 2024	569,013	713,554


			By Order of the Board of Directors

			/s/ Marc L. Belsky

			Marc L. Belsky Chief Financial Officer and Secretary

SEC Form DEF 14A filed by Kezar Life Sciences Inc.